The South African National Roads Agency Limited and National Roads Act, 1998 (Act No. 7 of 1998) > Chapter 1 : Incorporation, Establishment and Related Matters > 11. Pre-incorporation acts on behalf of Agency

(1)

Where, at any time before the incorporation date but after the promulgation of this Act in the Gazette, the Minister has selected and, under section 12(3), has appointed, with effect from the incorporation date, the Board’s members belonging to the class mentioned in that section, the Minister, by written notice to those persons, may authorise them to act as members of the Board—

(a)	for the purposes mentioned in subsections (2)(a) and (b) and (3)(a); and

(b)	until their appointment as members of the Board takes effect.

(2)

(a)	Those acting members of the Board (hereafter called the acting appointed members) must meet on the date stated by the Minister in that notice to select, and, in accordance with section 19, to appoint with effect from the incorporation date, the first Chief Executive Officer.

(b)	Those acting members (hereinafter called the acting appointed members) must thereafter forthwith issue a provisional letter of appointment to the person so appointed.

(c)	The appointment of the first Chief Executive Officer on the authority of paragraph (b) must be ratified by the Board members mentioned in section 12(3) within seven days after the incorporation date.

(3)	Despite any provisions to the contrary in the Companies Act or this Act—

(a)

the appointed acting members and the person so appointed by them, will jointly, with effect from the date of that person’s provisional letter of appointment until immediately before the incorporation date, be competent to perform any act and do anything which, had the Board been in existence during that period, would have been within its sphere of competence in terms of this Act, and which may be necessary to perform or do for the purpose of ensuring that the prospective national roads agency for the Republic is in a position to start functioning and commence its business as the Agency on the incorporation date; and

(b)	that person, during that period, may act as Chief Executive Officer and perform any act and do anything within the sphere of competence of the Chief Executive Officer in terms of this Act, which may be necessary to perform or do to achieve the purpose mentioned in paragraph (a).

(4)

Any act performed or thing done in terms of subsection (2) before the incorporation date, must be ratified by the Board at its first meeting on or after that date, and will have legal consequences for, be binding on the Agency and be regarded and treated for all purposes, as if performed or done from the very outset by the Board or the Chief Executive Officer (as the case may be).